Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.
Termination of Employment Relationship 3.1 The Executive’s employment with the Company shall automatically terminate, and the Employment Term shall thereupon terminate:
Termination of Employment or Services Except as set forth herein, if the Participant’s employment with, membership on the board of directors of, or engagement to provide services to, the Company or any of its Affiliates terminates for any reason, all unvested RSUs shall be canceled immediately and the Participant shall not be entitled to receive any payments with respect thereto.
Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.
Effect of Termination of Employment or Services (a) The Restricted Stock granted pursuant to this Agreement shall vest in accordance with the vesting schedule reflected in Paragraph 2(b) above, as long as the Participant remains employed by or continues to provide services to the Company or a Subsidiary. If, however, either:
Effect of Termination of Employment or Service Except as provided in Section 3, the Participant’s Share Units shall terminate and be forfeited to the extent such units have not become vested prior to the first date the Participant is no longer employed by or in service to the Company or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment or service with the Company or a Subsidiary, whether voluntarily or involuntarily. If any unvested Share Units are terminated hereunder, such Share Units shall automatically terminate and be forfeited as of the applicable termination date without payment of any consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.
Termination of Employment or Service If the Participant’s employment or service with the Company and its Affiliates terminates for any reason, all unvested RSUs shall be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto.
Termination of Employment and Options Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:
TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION (a) The Term of Employment may be terminated by the Company at any time:
Effect of Termination of Employment or Death If the Employee goes on leave of absence for a period of greater than twelve months (except a leave of absence approved by the Board of Directors or the Committee) or ceases to be an employee of the Company or a Subsidiary for any reason except death, the portion of the SAR which is unexercisable on the date on which the Employee ceased to be an Employee or has been on a leave of absence for over twelve months (except a leave of absence approved by the Board or Committee) shall expire on such date and any unexercised portion of the SARs which was otherwise exercisable on such date shall expire at the earlier of (i) the expiration of this SAR in accordance with the term for which the SAR was granted, or (ii) three months (one year in the case of termination by reason of Disability of the Employee under the terms of the Plan) from such date, except in the case of an Employee who is an "Approved Retiree" as defined below. If Employee is an Approved Retiree, then the SAR shall expire at the sooner to occur of (i) the expiration of such SAR in accordance with its original term, (ii) the expiration of five years from the date of retirement, or (iii) with respect to SARs granted less than one year before the date the Approved Retiree retires, such retirement date, except not with respect that portion of the SARs equal to the number of such shares multiplied by the ratio of (a) the number of days between the Grant Date and the retirement date inclusive, over (b) the number of days on and after the Grant Date and before the first anniversary of the Grant Date. In the event of the death of Employee without Approved Retiree status during the three month period following termination of employment or a leave of absence over twelve months (except a leave of absence approved by the Board or Committee), the SAR shall be exercisable by the Employee's personal representative, heirs or legatees to the same extent and during the same period that the Employee could have exercised the SAR if the Employee had not died. In the event of the death of Employee while an employee or while an Approved Retiree, the SAR (if the waiting period has elapsed) shall be exercisable in its entirety by the Employee's personal representatives, heirs or legatees at any time prior to the expiration of one year from the date of the death of the Employee, but in no event after the term for which the SAR was granted. For purposes of this Agreement, an "Approved Retiree" is any SAR holder who (i) terminates employment by reason of a Disability, or (ii) (A) retires from employment with the Company with the specific approval of the Committee on or after such date on which the SAR holder has attained age 55 and completed 10 Years of Service, and (B) has entered into and has not breached an agreement to refrain from Engaging in Competition in form and substance satisfactory to the Committee; and if the Committee subsequently determines, in its sole discretion, that an Approved Retiree has violated the provisions of the Agreement to refrain from Engaging in Competition, or has engaged in willful acts or omissions or acts or omissions of gross negligence that are or potentially are injurious to the Company's operations, financial condition or business reputation, such Approved Retiree shall have ninety (90) days from the date of such finding within which to exercise any SARs or portions thereof which are exercisable on such date, and any SARs or portions thereof which are not exercised within such ninety (90) day period shall expire and any SARs or portion thereof which are not exercisable on such date shall be cancelled on such date.
